Surrender and grant of options and PDMR dealings

Checkit PLC

10 July 2024

 

Checkit plc 

("Checkit" or the "Group")

Surrender of Existing Options

Grant of options and PDMR dealings

Checkit plc (AIM: CKT), the automated monitoring platform for operational leaders announces that, on 8 July 2024, Kit Kyte, Chief Executive Officer, surrendered for nominal consideration 1,500,000 options over ordinary shares of 5 pence each ("Ordinary Shares") granted on 25 March 2022 under the Checkit plc 2020 Enterprise Management Incentive Plan (the "Plan"). On the same day, Mr Kyte was granted options over 4,000,000 Ordinary Shares under the Plan.

This surrender and grant of options and the terms of the Plan were determined by Checkit's Remuneration Committee following extensive consultation with the Group's significant shareholders.

The options are subject to the achievement of performance targets and will vest in four increasing tranches. The vesting date for the first tranche of options will be 10 business days after the publication of the audited consolidated accounts of the Group for the Financial Year ending 31 January 2026 ("FY26") or, in the Board's absolute discretion, 10 business days after the publication of the interim accounts for the Group to 31 July 2026. The vesting date for the other tranches shall follow the same pattern as the first tranche. Each tranche shall only vest subject to 'Rule of 40 Targets', 'L/EBIT Targets' and 'Share Price Targets' being met as follows:  

Vesting period	Number of Ordinary Shares subject to option	Rule of 40 Target	L/EBIT Target	Share Price Target*
2026	400,000	10 per cent.	(£2.5m)	55 pence
2027	800,000	20 per cent.	(£0.9m)	70 pence
2028	1,200,000	30 per cent.	£0.9m	85 pence
2029	1,600,000	40 per cent.	£3.7m	100 pence

*average closing price of an Ordinary Share over a six-month period

The Rule of 40 metric is used commonly in SaaS companies to measure performance by reference to both profits and growth and is calculated by adding the ARR Growth % to the L/EBITDA Margin %.

The options shall lapse (if not exercised) by 30 November 2029.

Following this award, Mr Kyte holds outstanding options over a total of 5,750,000 Ordinary Shares. 500,000 options were issued on 9 January 2023 with an exercise price of 23p and 1,250,000 options were issued on 12 March 2024 with an exercise price of 20p.

The notification below, made in accordance with the requirements of the UK Market Abuse Regulation, provides further detail.

Enquiries:

Checkit plc Keith Daley (Non-executive Chair and Chairman of Remuneration Committee) Kit Kyte (Chief Executive Officer) Greg Price (Chief Financial and Operations Officer)		[phone]
Singer Capital Markets (Nominated Adviser & Broker) Shaun Dobson / James Fischer		[phone]
Tavistock (Financial PR) Lulu Bridges / Katie Hopkins / Simon Hudson		[phone]

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Christopher Kyte
2	Reason for the notification
a)	Position/Status:	Chief Executive Officer (PDMR)
b)	Initial Notification/Amendment:	Initial Notification
3	Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor
a)	Name:	Checkit Plc
b)	LEI:	213800556WJOWQNT2R68
4.	Details of transaction(s); section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted.
a)	Description of the financial instrument: Identification code:	Ordinary Shares of 5 pence each ISIN GB00B0C5RG72
b)	Nature of the transaction:	Surrender of options over Ordinary Shares of 5 pence
c)	Price(s) and volume(s):	Price(s)	Nil
		Volume(s)	1,500,000
d)	Aggregated information -     Aggregated volume -     Price	N/A single transaction
e)	Date of the Transaction:	8 July 2024
f)	Place of the Transaction:	Outside a trading venue

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Kit Kyte
2	Reason for the notification
a)	Position/Status:	Chief Executive Officer (PDMR)
b)	Initial Notification/Amendment:	Initial Notification
3	Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor
a)	Name:	Checkit Plc
b)	LEI:	213800556WJOWQNT2R68
4.	Details of transaction(s); section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted.
a)	Description of the financial instrument: Identification code:	Ordinary Shares of 5 pence each ISIN GB00B0C5RG72
b)	Nature of the transaction:	Grant of options over Ordinary Shares
c)	Price(s) and volume(s):	Price(s)	Exercisable at 5 pence per Ordinary Share
		Volume(s)	4,000,000
d)	Aggregated information -     Aggregated volume -     Price	N/A single transaction
e)	Date of the Transaction:	8 July 2024
f)	Place of the Transaction:	Outside a trading venue

 

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